SEC Form 4 · accession 0001101215-18-000043
BREAD FINANCIAL HOLDINGS, INC. · BFH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bryan J Kennedy
Officer — EVP & President, Epsilon
Period of report
Feb 15, 2018
Accepted (ET)
Feb 20, 2018 · 4:07 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001101215
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 15, 2018 | A | 1,806 | — | A | 119,493 | D | |
| Common StockF2 | Feb 15, 2018 | A | 3,615 | — | A | 123,108 | D | |
| Common StockF3 | Feb 15, 2018 | A | 3,615 | — | A | 126,723 | D | |
| Common StockF4 | Feb 15, 2018 | A | 1,051 | — | A | 127,774 | D | |
| Common StockF6,F7 | Feb 15, 2018 | F | 1,082 | $243.99 | D | 125,524 | D | |
| Common StockF8 | holding | — | — | — | 600 | I | By Norma Kay Kennedy Living Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The new grant is for 1,806 shares of common stock represented by time-based restricted stock units. The restrictions will lapse on 595 units on 2/15/19, on 596 units on 2/18/20 and on 615 units on 2/16/21, subject to continued employment by the Reporting Person on the vesting dates.
- F2The new grant is for 3,615 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down at the time the performance restriction lapses. The restriction may lapse with respect to 33% of such shares on each of 2/15/19 and 2/18/20 and with respect to 34% of such shares on 2/16/21 contingent on meeting an EBT metric for 2018 and subject to continued employment by the Reporting Person on the vesting dates.
- F3The new grant is for 3,615 shares of common stock represented by performance-based restricted stock units, which may be adjusted up or down at the time the performance restriction lapses. The restriction may lapse with respect to 100% of such shares on 2/18/20 contingent on meeting a relative total shareholder return metric for 2018 and 2019 and subject to continued employment by the Reporting Person on the vesting dates.
- F4Based on the Company's EBT performance in 2017, 150% of the original award of 2,102 performance-based restricted stock units granted 2/15/17 were earned, resulting in an additional 1,051 units, for a total of 3,153 units. The restrictions will lapse with respect to 1,576 units on 2/15/19, subject to continued employment by the Reporting Person on the remaining vesting dates.
- F5Shares withheld by the Company to satisfy the Reporting Person's tax withholding obligation upon the vesting of restricted stock units.
- F6The total number of securities beneficially owned includes: (a) 102,296.177 unrestricted shares; (b) 475 unvested units from an award of 1,396 time-based restricted stock units granted 2/17/15; (c) 1,899 unvested units from an award of 5,584 performance-based restricted stock units granted 2/17/15; (d) 1,185 unvested units from an award of 1,769 time-based restricted stock units granted 2/16/16; (e) 2,111 unvested units from an award of 3,151 performance-based restricted stock units granted 2/16/16; (f) 1,291 unvested units from an award of 1,926 time-based restricted stock units granted 2/15/17; (g) 1,800 unvested units from an award of 2,687 performance-based restricted stock units granted 2/15/17; (h) 3,855 unvested performance-based restricted stock units granted 2/15/17; (i) 1,576 unvested units from an award of 3,153 performance-based restricted stock units granted 2/15/17; (j) the new grant for 1,806 time-based restricted stock units;
- F7Based on the Company's EBT performance in 2017, 69.7% of the original award of 3,855 performance-based restricted stock units granted 2/15/17, or 2,687 units, were earned. The restrictions will lapse with respect to 887 units on 2/15/19 and with respect to 913 units on 2/18/20, subject to continued employment by the Reporting Person on the remaining vesting dates.
- F8The shares are held in the Norma Kay Kennedy Living Trust for the benefit of the Reporting Person's mother. The Reporting Person serves as trustee.
Remarks
(6) Continued from above: (k) the new grant for 3,615 performance-based restricted stock units; and (l) the new grant for 3,615 performance-based restricted stock units.